Expect significant downward pressure on FBDT shares at listing as existing stockholders and convertible noteholders can sell immediately with no lock-up. The company receives no proceeds, so there is no cash infusion to offset dilution. Monitor for any pre-listing trading volume or insider selling disclosures.
Price Chart
Executive Summary
First Breach Inc.'s S-1 registration statement (File No. 333-295442) became effective on August 12, 2026, clearing the way for a direct listing on the Nasdaq Capital Market under the ticker 'FBDT'. The offering registers up to ~70.7 million shares for resale by existing stockholders with no proceeds to the company and no lock-up agreements, creating immediate selling pressure risk for a company with a going concern warning and ~$49.9M accumulated deficit.
Key Facts
- S-1 registration effective August 12, 2026 for direct listing on Nasdaq Capital Market
- Registers up to ~70.7 million shares for resale by existing stockholders
- No proceeds to the company from the offering
- No lock-up agreements, enabling immediate selling by insiders and noteholders
- Company has going concern warning and ~$49.9M accumulated deficit as of March 31, 2026
- Raised ~$15.15M in secured convertible debt financing
Financial Impact
Up to ~70.7M shares registered for resale with no lock-up, creating significant dilution overhang and immediate selling pressure on a company with ~$49.9M accumulated deficit and going concern warning
Risk Factors
- Immediate selling pressure from up to 70.7M registered shares with no lock-up
- Going concern risk with ~$49.9M accumulated deficit and no IPO proceeds
- Secured convertible debt overhang from ~$15.15M financing
- Potential inability to meet Nasdaq continued listing standards post-listing
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-002634 |
| Document: 9999999995-26-002634-index.html | 9999999995-26-002634 |
| Document: 9999999995-26-002634.txt | 9999999995-26-002634 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | 8-K | $0.7710 | awaiting T+5 | — | $0.8507 (+10.34%) |
Oct 13, 2026 13d ago | 8-K | $0.8314 $0.7425 | ▼ −10.69% | ▼ −11.15% | $0.8507 (+2.32%) |
Sep 23, 2026 4w ago | 8-K | $1.09 $0.9800 | ▼ −10.09% | ▼ −9.68% | $0.8507 (−21.95%) |
Sep 21, 2026 5w ago | Insider Cluster | $0.9487 $0.8805 | ▼ −7.19% | ▼ −6.00% | $0.8507 (−10.33%) |
Sep 14, 2026 6w ago | EFFECT | $0.6411 $0.8900 | ▼ −38.82% | ▼ −38.72% | $0.8507 (−32.69%) |
Sep 11, 2026 6w ago | 424B5 | $0.6411 $0.8900 | ▼ −38.82% | ▼ −38.72% | $0.8507 (−32.69%) |
Sep 3, 2026 7w ago | S-1 | $0.7763 $0.6600 | ▲ +14.98% | ▲ +13.83% | $0.8507 (−9.58%) |
Sep 1, 2026 7w ago | 8-K | $0.8350 $0.6587 | ▼ −21.11% | ▼ −20.16% | $0.8507 (+1.88%) |
Aug 31, 2026 8w ago | 424B4 | $0.7443 $0.7393 | ▲ +0.67% | ▲ +0.75% | $0.8507 (−14.30%) |
Aug 25, 2026 8w ago | 8-K | $1.20 $0.8350 | ▼ −30.42% | ▼ −30.30% | $0.8507 (−29.11%) |
US Market Status
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